(this is my first time writing a story like this, ever. Heck, I haven't even written any fiction in several years! So please be gentle...) (Oh, If you're too young to be reading about female growth, breast expansion, men shrinking and wild sex you'd better take a hike buddy...) Realizing that Will would be home from work soon, Rachel quickly got up from reading her book and walked into the bedroom. She quickly pulled out two little gray pills the size of aspirin. Placing each of them into the two wine glasses on the dining table. She filled both with a rich flavored Merlot and left it there to breathe. Quickly she ran up stairs and changed into the evening gown she had picked especially for this evening. "Won't he get a little surprise this evening... He never should've left his computer logged-on like that if he didn't want me finding out about all of that...Well, I guess he'll just have to live with the consequences of his desires! Hee hee!" Rachel said as she quickly put on her dress. It was a black dress, that was fairly lose on her. It looked like a formal party dress on her slim 5'6" figure. It came down to mid thigh clinging to her legs. Its top was a spaghetti strapped, with one strand hanging off her shoulder. She wrapped a thin shawl around her neck and quickly placed what looked like a palm-pilot in her purse. Throwing on her 4 inch heels, she quickly ran down the stairs and into the corner of the dining room. Will would be getting back home from work soon. He got off a half hour early especially for tonight. Rachel and him had been waiting for tonight for several weeks now. She had specifically asked him to keep tonight for them, and to let her plan the whole thing. "I'll have everything ready when you come in from work. But beyond that, you'll have to wait and find out!" She said to him when he asked. Now as he pulled up in his driveway, he sat thinking for a moment. Why was she being so damn secretive? I wonder what's gotten into her lately? What is in for me tonight? He got out of his car, grabbed his briefcase and walked into the house. As he walked in he saw the glasses of wine on the dining room table. This is romantic, he thought. As he approached the wine, Rachel came up to his side. "Merry Christmas hon..." "What are you talking about it's.......mmmmmph" he said as she suddenly pulled his head down and kissed him. Slowly breaking the kiss, she leaned back, "well, Christmas is when wishes come true. Tonight I'm hoping to grant some of yours...and mine." She grinned, picked up her wine glass and raised it to him. "To us, may all our dreams come true!" Will quickly picked up his wine glass and raised it to hers. They both drank their glasses and set them down. Quickly Rachel pulled him forward again and kissed him hard. Will was a bit startled. Rachel had never had a problem making the first move, but she was never this aggressive. She broke off and stepped from their embrace. "Now go upstairs and get changed. We're going to head out for a bit." Mary said as she backed away. "I'll go put this away" Picking up the wine and glasses and she took them into the kitchen. "I've laid out some clothes for you on the dresser!" She called after him. Quickly Will ran up the stairs, stripping out of his work clothes as he went. He quickly started getting cleaned up. He had never felt this invigorated before in his entire life. As soon as she had gone through the Kitchen doors, Rachel set the wine down and pulled out her PDA. "The micro-nanites should activate any...second!" She said to herself as the screen booted up. She fiddled with the PDA/controller for a few more seconds. Closing it and placing it back in her purse, she ran to the front closet, pulled out a small duffle bag and threw it into the back-seat of their car. After that, she quickly ran inside to the downstairs bathroom and looked at herself in the full length mirror. Pulling out her controller. "Now, for my turn..."she said as she again, typed for a few seconds and put the controller back in her purse. Looking at the mirror, she waited for the changes to occur. Suddenly, she felt very dissy and closed her eyes. As she did, she felt a warm pleasurable feeling run through her body. Steadying herself against the counter, she looked up at herself. Being formerly 5'9" in her heels, she now guessed her height to be 6'0". The skirt had inched up her legs to mid thigh. She also gave a big smile when she noticed her breasts had increased fairly dramatically. Formerly a pert B cup, she now looked like a very overfilled C. She did a few poses and smiled. "And this is just the beginning hunny..." She said to herself. While Rachel did all this, Will had started taking a quick shower. His eyes were closed and covered with suds when he suddenly felt a dizzying sensation through his body, followed by an intensely erotic heat. He quickly rinsed off his eyes and looked around. Everything looked almost okay, but something was off he couldn't place. He looked down and noticed he had a raging hard-on. Wow, I seem bigger than usual tonight", he thought. "Must be all the anticipation. I didn't know Rachel would make tonight so special. As he jumped out of the shower he turned off the hot water first, letting the cold water cool him down a little. He quickly shaved and threw on the suit Rachel left for him. It was about a quarter inch snug for a perfect fit, but it looked great. He ran down to get her. Looking around, he still felt like something was off. At the bottom of the stair he was greeted by Rachel. She kissed him hard again, and slipped her arm around him. "You ready?" She asked pulling him to her. "More than ever. Hey, you look different..." "Really, you think? She asked giggling. "I got some new lipstick from the mall yesterday, maybe that's it. Let's go." She quickly led him to the car. They drove to a restaurant and sat down. Will couldn't help but marvel at Rachel while eating. She looked sexier than ever. While she was eating, she slowly reached into her purse and pulled out her controller, keeping it on the seat next to her. She looked up at Will and smiled. "You know, I never told you this. A few weeks ago, you left your computer on and I saw all your favorite web sites and information...Very interesting." Will stopped in mid-bite. Oh no, he thought. Now I'm gonna get it. "How much do you enjoy your little fantasies? Do you really think you could live with them?" "I-I...don't...", Will was speechless. What could he say? He'd never admitted to anybody what his true fantasies were. He sat there unable to move. "Come now. It's all right. I'm not mad or anything. In fact, I'm fascinated, that's why I asked you for tonight. What would you say if I told you I was going to make all your dreams come true tonight?" "What are you talking about? Make what come true" he asked, already fearing the answer. "How?" "Well, let's just say that I can give you everything you wanted. Leave how I can do it to me." She reached down and pushed the "execute" button on her control. Suddenly, Will felt the dizzying sensation course through him again, even harder than before. The warmth that followed was almost orgasmic. He knew he was pitching a tent in his pants, but couldn't do anything about it. Finally the feeling ceased. Looking up, he noticed that Rachel too seemed to be recovering from a similar feeling, though not as severe. He suddenly became aware that something was different. First, as he looked down he noticed he had a massive hard-on again. It was even bigger than in the shower. He guessed it was almost 9 in long. And it wasn't letting up. He was trying to hid it, but the very friction of his pants on it was keeping it hard. Also, He felt lower in the seat. He looked across and noticed he was now looking up into Rachel's eyes. She looked different too. Her Breasts were putting her dress under a bit of a strain. In fact, her whole dress seemed to fit her form more tightly. Rachel raised her foot up between Will's legs and began rubbing his shaft. "So this is what you want, eh? Well, I think you're going to get your fill of it, and then some..." She smiled wickedly and blew a kiss at him. The sensations Rachel was making Will feel were almost too much for him. He only half comprehended what she was saying. And with the way she was making him feel, nothing would sound better. He just sat there trying not to cream his pants. "H-H-hun, maybe this isn't such a good idea-a-a..." He murmured as she kept rubbing him. His cock was so sensitive! Just this light petting was going to send him over the edge. "Are you sure about that? At least part of you seems to like it, why not go with it." She said as she quickened her pace. "Rachel stop! I'm gonna-a-aaagghhh!" He whimpered has he headed towards release. The orgasm was mind blowing. The world grew dim and started spinning. It was so strong he couldn't even utter a scream. As he regained his composure he looked down. Strangely there wasn't a mess. He looked up at her. "Don't worry, I won't embarrass you like that. You won't actually ejaculate until I want you too. That'd cause too many problems. Now listen, I went to a lot of trouble to do this. And if you don't try to enjoy it, I may have to punish you." "Wha-what?" He stuttered. "What do you mean?" "Well, I now have complete control over your body and mine. I can change whatever I like, and I will. However, It's not hard at all to make these changes permanent." She reached down and pressed the button again to emphasize her point. The world spun again, and Will had to close his eyes. When he opened he was shocked. His formerly tight suit had fit perfect after the first time. However now it seemed a bit loose. And his dick! It was hard again, and it almost reached the table!. It must be around 10 inches long. He looked over at her. Rachel had underwent some incredible changes. Her breasts were now pouring out of her dress. Her arms and body muscled up a bit, making her curves deadly. He now noticed her feet were planted right below his booth. He looked at her suddenly scared. "Now, after you're done eating, we're going to go dancing, see a movie and go back home for the evening. And I'm going to be changing you all night!" She giggled flashing him a wicked smile and rubbing her foot along his dick. Will gasped. He had often dreamed of something like this, and his computer's bookmarks showed it. But having it done to him in real life was terrifying him quite a bit. And Rachel seemed to have thrown in a couple changes of her own. Never did he dream of having a huge cock like this that wouldn't let up. Will slowly finished his food. Not having much of an appetite after what'd happened. Fortunately, while eating his erection subsided. Once finished, he paid the bill and slowly stood up and went to help his wife stand up. Once they were both standing, the impact of how much they'd changed started to take hold. Wearing her heels, she was now around 6'5" or so, and guessed he was now 5'4" or so. His head was level with the bottom of her chin. His clothes felt fine though, like wearing an old suit after losing some weight. Rachel however was immense. Not only had her height brought her skirt farther up her leg, but her breasts were stretching the top tight to her body. His hard-on began to rouse again, but his baggy pants helped conceal it. As they left the restaurant, Rachel wrapped her arm tightly around Will's shoulders. As they walked to the dance club Will turned and looked up at Rachel. "Don't you think you should take your heels off? Some people might start staring." "Go ahead, let 'em. It's actually like being this big. And It's turning me on looking down at you. I think I'll keep 'em on." She reaches down and pinches his ass. They arrive at the dance club quickly. They both get a few strange looks walking in together. The DJ Turns on a bump-n-grind song and Rachel literally drags Will out onto the dance floor. Rachel starts dancing immediately. Getting into the groove, she starts grinding up against Will provocatively. Her dancing turns more than a few guys heads. It's not every day that a 6foot+ voluptuous amazon walks in. Will starts getting very turned on. His erection begins to assert itself again. Rachel feels it and turns around, squatting a little she rubs her large ass right up against it making Will's head spin. She slowly reaches behind her clutching his ass, pulling him tight to her. The friction is more than he can take. It sends him into another intense orgasm. He clings to her waist for dear life pumping his dick against her ass, unable to control himself. Finally the song ends. The DJ Starts up a slow song and Rachel turns Will and wraps her arms around him. Will's erection wasn't even phased. It stands straight and hard, hidden well between Rachel's thick thighs. Suddenly Rachel slips her hand down her side and Will's overcome with another wave of dizziness and heat. He suddenly realizes that his head is squeezed right into Rachel's breasts. She did it again! He thought. He tries to pull back, but Rachel holds him fast. "Relax Will, you're not going anywhere for a bit." She says to him, wrapping a hand around the back of his head. Finally the song ends and they part, and then he realizes what else has happened. Will's clothes are downright baggy. He looks like a Middle-schooler trying on his Dad's tux. I can't be more than 5'0" he thinks to himself. Well, all except for downstairs. His dick hasn't gotten any longer, but it's now as thick as a coke can and not even fully erect. "My God! What're you doing to me?" He half screams. "Remember, behave yourself. Otherwise some of this may not change back!" He looks up at her as she speaks and his jaw drops. Her breasts are enormous. They're splitting the sides of her dress. Her skirt is right at the bottom of her ass. Framing it perfectly. On top of that, she's even more curvier. Her legs Now look like a professional dancers. Her arms look like an amateur bodybuilders. She's huge! She has to be 7 feet tall, and not a bit 'lanky'. A Techno song starts up. "Ohh, I like this song!" She says, wrapping an arm around Will. "Let's dance some more you hunk!" She laughs and pulls him back to the center of the floor. Will had thought she was being aggressive the first dance, but now he was in for a ride he'd never forget. She was very forceful on the dance floor. Smashing his face into her immense breasts, then leaning back and grinding herself against his waist, while cupping his ass in her hand. Occasionally she would turn and rub her now huge-muscled ass right against him. Will was completely overpowered, he had never been dominated in such a manner. While they were dancing, Rachel took the last few songs and slowly maneuvered Will to the far wall. Now for the grand finale, she thought to herself. As the end of the song approached, Rachel pulled Will against her around and started grinding her thick leg into his crotch. She pushed him hard until his back was against the wall. Her nipples were grazing his temple, and she kept pushing. Will felt most of his weight leave his feet. Now being supported by Rachel's immense thigh. His cock was still as hard as a rock, and riding up her thigh to her hip. Jesus he was about to cum again! This is beginning to be too much, he thought. Suddenly, as the last chorus of the song started, Will felt again that familiar sensation combined with an earth-shattering orgasm. He felt his feet leave the floor, and Rachel's breast slide above his head. When the song ended, she slowly let him down. Catching his breath, he surveyed the damage. He was no more taller than her belly button, his clothes looked ridiculous on him. His erection was still there and had grown to over a foot long. He looked up at her in complete awe. She was now 7'4" with breasts that looked like two soccer balls tucked under her dress. The dress was ripped down both sides to her hips,. Her skirt length was obscene on her. The bottom of her ass was beginning to show, and if she took too long of a stride, she'd be completely exposed. She looked down at him. "Oh, don't you look adorable!. We better get back to the car before I decide to do that again!" She knelt down and took off his sports jacket. "Now role up your sleeves and pant-legs. Hold your jacket in front of that monster, or we'll get stopped for lewdness. You wouldn't want that would you?" Will did as she said and followed her back to the car. "I think I'll drive. I don't know if you could even see over the steering wheel now!" She giggled. As they drived, Will noticed something. "We're not headed back home!" He shouted. "Of course not sweety. We have to go see a movie still. Did you forget?" She grinned. "But Hun, if you do that anymore while we're out, I'll be too small! I'll fall right out of my clothes!", He pleaded. "Let's just go home and call it a night okay?" "Okay Hun, if this is how you want to stay for the rest of your life!" "WHAT?!?" He screamed. "Well, if we don't do all I want, I'm going to be extremely unhappy. If that's the case, I think I'll just make all these changes permanent. I never knew now sexy it would feel to be this tall you know. I wouldn't mind staying like this." "Will looked at her with a look of horror on his face. "You wouldn't..." He squeaked. "Do you want to find out? Or do you want to go see a movie?" "All right dear, we'll go." Will conceded. "Wonderful. Now look in the back seat. I packed some extra clothes for us to change into. We can't be caught buck naked on the streets now can we? You falling out of your clothes, and me bursting out of mine..." She reached over with a hand and caressed Will's large tool. It sprang to attention instantly. "But at least one part of you is trying to make up for the rest though. I can't wait to see you in a few more hours..." Will could barely make out Rachel's words as she slowly stroked his member. His vision swam before him. After another two orgasms she finally stopped and he stumbled into the back-seat to change. When they got to the theater, Rachel took her turn and changed too. Will was now wearing some boys jeans and polo shirt. He could barely fit his massive tool into them. Even Flaccid it was clearly visible. Will hated to think what would happen if she changed them again while wearing these. Rachel stepped out of the back-seat. She was wearing tennis shoes now. Making her only 7'1". She wore a pair of Men's pants that still only barely fit, and a Large T-shirt which only barely covered her immense breasts and left all her stomach visible where a defined six-pack could now be seen She now draped her arm over him and led him into the movies. They got their seats and sat in the back of the theater. Halfway through the movie, a love scene started. Will suddenly had a powerful erection. It almost tore his pants, and was becoming extremely painful. Rachel saw his predicament and leaned over. She quickly slipped her tongue into his ear and rubbed her hand down his pole. While leaning, her breast brushed his cheek causing him to moan. She quickly reached into her pocket. "No talking in the movie you bad boy!" She grinned wickedly. "Rachel don't-" he tried to say but it was too late. Suddenly the room spun and it was over. Now even the boy's clothes fit well. Well, except for one part. His erection now ran all the way to his knee, and was so thick it caused that thigh's pant leg to be skintight. He looked over at Rachel and almost came again right there. Rachel's breasts filled up every inch that T-shirt had to offer and then some. Her legs looked vacuum sealed into her pants. He looked at her face and she was smiling. "Oh no. Look what you made me do." She giggled. Leaning to whisper in his ear. "I'm finished with this movie Hun, we're leaving." She stood and lifted him up. He now realized he was nose level with her buttocks. He followed her out to the car. As she got to the car she turned to look at him. "My aren't you a little sex pot!" She cooed. "You must barely be 4'5" now. But it looks like your little buddy's still working hard to make up for it." She reached down and lightly brushed his cock through his pants. The orgasm that overcame him was staggering. He would've fallen down if Rachel hadn't been holding him up with one hand. His dick sprang up to attention again, and as distracting as it was Will found the strength to utter "Stop it! I'm not just your toy to do what you wish with! What's with you, you've been treating me like an object all night!" She backed up suddenly. "Buddy, the night's not over. But know this. That remark is going to cost you later on. I promise you. But I'll think you'll like even that. Whether you'll admit to it or not. Now get in the car." She grinned and opened the door for him. He quickly climbed in and they were both off down the road. They got back to their house quickly. Once they pulled in, Rachel took Will's member in her hand and dragged him straight to the bedroom. "Now we can have some real fun." She tells him. "Go get the bed ready and I'll be with you in a sec." She ran into the bathroom and pulled out her controller. She made a few adjustments and set it to automatic. Hiding it above the linen closet, she strips off her clothes and returns to the bedroom. She walks over to him, her moist pussy even with his nose. He knows she's excited. And she can do anything with him she pleases. He slowly backs up, but falls flat on the bed. She quickly undresses him, tearing off all his clothing. His huge cock swaying in the air. It's as hard as a rock from the sight of her. "Mmmm. That looks tempting, but I have something else in mind before you sweety." She says, talking to his cock. "What do you mean I...I..." She raises her pussy right above Will's head. "What do you think I mean? You better do a good job, or I'll have to shrink you again honey." She plants herself right on his face. Will tries to resist, but the smell sets him off. He starts eating her voraciously. It's like he can't get enough. Damn! She must've done this to him somehow! He licks her continuously for what seems like days. She starts bucking on his head. Screaming and moaning continuously. Orgasm after orgasm wracks through her body. He can't stop he's addicted to it or something. His arms clutch her hips holding her down for more! More his body screams to him! MORE!! It's like he's lost control of himself. The eating continues on for what seems an eternity. Finally Rachel lifts herself off. Even then Will's body contorts to get more. "You were amazing Will. We'll have to do that again sometime...My what a little slut you've become" She says panting, looking at him. "God you look cute!" Will looks down at himself. "My God I'm a freakin' midget! I can't be more than 3 feet tall!" He looks at his shaft. It has to be at least ½ his height, and as thick as his leg. He looks up at Rachel and is stunned. She's as tall as the ceiling. Each of her breasts must weigh more than he does now, her muscles are as defined as a female bodybuilder. And her pussy is gigantic...and dripping. She was a Goddess! "I think you look adorable. You see, I changed how our transformation occurs. Now whenever we're in contact our bodies will activate like they have been when I set it off before. You will shrink and I'll become even bigger every time we touch. And now that I've got you hooked on my scent you can't do anything about it...Yes that was my doing too. I increased my pheromone production and your receptiveness to it. In fact, I added a protein to it that you can no longer live without. You're in trouble now!" She grinned and slowly walked towards him. Will tries to resist, but suddenly his cock springs to life. It draws so much blood his vision swims. He starts to stumble back barely able to move. "Hmmm. You're not quite ready for me yet Hun. You need a little bit more to satisfy me." She lifts him to his feet, but his face can't even reach her pussy. She kneels before him and pushes his head to her slit once again. This time the craving is even worse than before and he knows can't live without it. He begins licking, gorging on its taste and smell. She slowly pushes his head down. Harder. Harder. He feels his whole face being consumed by her pussy. The sides slowly slipping past his hears. Suddenly it's like he's in an addicts heaven. His body is overloaded with the scent of her and can't get enough. He stays in there for what feels like a lifetime and it still isn't enough to satisfy his craving. He licks gallon after gallon of her hotness. Rachel looks down at his little frame. His arms are clamped around her hips like a vise. His head is in her pussy up to the shoulders. "God!" She moans "maybe I over did it a little." Rachel finally feels satisfied with being eaten. Even then she has to use an extraordinary amount of effort to break his vice-like grip. Finally she drags his head out of her slit. . "My God dear, you were in up to the hilt with that one." She laughs. "Why don't we try your other one, I think it'll work now. Trying to clear his mind from the overwhelming scent of Rachel, Will notices he's no taller than her knee. She's sitting on the bed and her gaping pussy is there waiting for him. Her head is approaching the ceiling again. She must be 14-15 feet. He looks down at his cock. It's head is now bigger than his own. He could barely be two feet tall, but his Cock was even taller than that. "Mmmmm yes! She coos. "That'll fit nicely." She lifts him up in her huge hands and places his cock at her slit. "Suddenly he feels himself sucked into the hilt. He's so close the smell overwhelms him again and he feels himself get even harder if possible. He cleaves to her body, Shaking uncontrollably. Stars explode before his eyes between the sensations. Will starts ramming his gigantic cock in an out like a crazed animal. "Oh, I never dreamed how wonderful it could be. Having my own fuck-toy!" She moans. Will is to far gone to care though. He strains to reach her tits, barely touching her nipples. They both cum again and again, but Will never loses his massive hard-on. In fact it continues to increase while they're touching. Once they finish, Rachel looks down at Will. She now covers most of the bedroom lying down. Will is now lying on the ground, barely a foot tall but with a 4 ½ foot dick. He is curled in a fetal position passed out. Rachel reaches into the bathroom and pulls out the controller. "Time to undo some of this damage" she says. "But why throw it all away..." Will woke up next morning. He stumbled into the bathroom with sleep in his eyes. After showering he walked out and slowly wakes up Rachel. She's wrapped up tightly In the blanket. "Oh, hi Hun. Did you enjoy last night?" She coos. "It was incredible. I never imagined what it could be like" But I think on night is all I could handle. "Well, don't forget...You still have to take your punishment dear." She giggles "What do you mean?" Will asks flabbergasted. Rachel slowly stands up. Going up and up, she finally stops at 7 1/2 feet. With breasts the size of basketballs. "Hee hee" she giggles. "And..." She whips the towel off of Will. His 18 inch monster springs to attention. "I figured I should leave your height normal...for now. This way you can go to work without an issue. But that.."as she brushes his dick "is my favorite toy ever..." "Well I guess I can live with this. It's better than being a 3 foot midget. But only if that's all the changes." "Well, there is one other thing..." Grinned Rachel closing her eyes for a second. Suddenly Will's hard on was as hard as iron. "Y-you didn't...." He stuttered before diving down to her pussy. "Maybe you should call in sick for the week Hun. You seem a little distracted.", Rachel laughed pushing his head in deeper and deeper. THE END